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SES AI Corp

For the period ended Mar 31, 2025. Filed Apr 30, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed Apr 30, 2025

SES$0.83+22.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-01.

0001819142-24-000046

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-04-30.

0001819142-25-000035

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 68 previous paragraphs and 62 current paragraphs.

27 unchanged; 19 reworded; 16 added; 22 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 8 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (16)

Current report

SES’s mission is to accelerate the world’s energy transition through material discovery and battery management. To assist in achieving this mission, we have partnered with leading global original equipment manufacturers (“OEMs”), including GM, Hyundai, and Honda, among other strategic partners, under JDAs and service contracts to develop and produce our Li-Metal battery cells and technology. We have transitioned from the development and production of A-Sample batteries to B-Sample batteries with specifications required by OEMs for their EVs. This transition began when we signed a B-Sample agreement for Li-Metal development of EVs. A-Sample batteries are functional prototypes developed for OEMs based on their technical specifications. These are in contrast with B-Sample batteries, which are A-sample batteries manufactured under much higher throughput and tested in actual vehicles, and C-Sample batteries, which would be fully functional, mature samples for mass production and tested for full drivability in actual vehicles.

Current report

We are also conducting research and development activities to further improve the performance, quality and cost of our battery technology by focusing on the following key areas, all of which we expect to help us achieve our commercialization goal, at our facilities in Woburn, Massachusetts in the United States, Shanghai, China, and Chungju, South Korea. These activities include:

Current report

In October 2024, we began to generate revenue from our principal business activities. We generate revenue from two primary sources:

Current report

Revenue for the three months ended March 31, 2025 was $5.8 million and was primarily attributable to service-related contracts from OEMs and other manufacturers.

Current report

Cost of revenue includes materials, labor, depreciation and amortization expense, inventory, freight costs, and other direct costs related to manufacturing our products and service contracts. Labor consists of personnel-related expenses such as salaries, benefits, and stock-based compensation. We anticipate that cost of revenue will continue to increase as we enter into new revenue contracts.

Current report

Cost of revenue for the three months ended March 31, 2025 was $1.2 million, primarily attributable to personnel costs.

Current report

We are an early-stage growth company that recently began the commercialization stage of development and conducts our business through one operating segment. We have spent $20.5 million and $15.3 million on gross research and development activities during the three months ended March 31, 2025 and 2024, respectively, which is prior to reimbursements received of none and $3.5 million during the three months ended March 31, 2025 and 2024, respectively, from our OEM partners under the JDAs.

Current report

Research and development expenses for the three months ended March 31, 2025 increased $8.7 million, or 74%, to $20.5 million, compared with $11.8 million for the three months ended March 31, 2024. The increase primarily resulted from a $5.5 million increase in lab equipment due to JDA equipment purchases, a $4.7 million increase in software service costs due to AI infrastructure spend, and a $3.5 million decrease

Current report

in reimbursements from our JDA partners due to culmination of a couple of JDA activities in 2024. These increases were partly offset by a $3.0 million decrease in salaries, benefits and stock-based compensation expense associated with lower headcount than prior period, $1.2 million decrease in lab and materials expenses, a $0.5 million decrease in software development expense, and a $0.3 million decrease in other operating costs.

Current report

General and administrative expenses for the three months ended March 31, 2025 decreased $2.2 million, or 23%, to $7.3 million, compared with $9.5 million for the three months ended March 31, 2024. This decrease primarily resulted from a $1.7 million decrease in salaries, benefits and stock-based compensation expense associated with lower headcount than prior period. Further, there was a $0.4 million decrease in consulting and professional fees and a $0.2 million decrease in insurance premiums for directors’ and officers’ business insurance policy. These decreases were partially offset by a $0.1 million net increase in other general and administrative expenses.

Current report

During the three months ended March 31, 2025, we had interest income of $2.7 million compared with $4.2 million for the three months ended March 31, 2024. The decrease was primarily due to maturities of higher interest securities and cash burn.

Current report

The provision for income taxes for the three months ended March 31, 2025 was less than $0.1 million, which is consistent with the provision of $0.1 million for the three months ended March 31, 2024 mainly due to pre-tax income in China and South Korea.

Current report

for software development and research agreements. The working capital inflow was further decreased by a $2.7 million decrease in receivable from related party driven by $3.9 million in receipts and $1.2 million of billed activity and a $0.1 million decrease in inventory due to materials consumption. The working capital inflow was partially offset by a $3.6 million decrease in accrued expenses and other liabilities primarily due to decreases in accrued bonuses, accrued taxes, and professional fees associated with our audit.
Removed paragraphs (22)

Previous report

SES’s mission is to power a new era of electric transportation on land and in the air with Li-Metal batteries. We believe Li-Metal is the “end game” for electric transportation energy storage with its potential for step-change in energy density compared to state-of-the-art Li-ion. Our team has dedicated the past decade to developing a comprehensive and proprietary Li-Metal battery technology platform, including high concentration solvent-in-salt electrolyte, ultra-thin wide format lithium anode, protective anode coating, and novel cell engineering processes that are based on scalable Li-ion manufacturing but address unique Li-Metal challenges. As we build more automotive large capacity Li-Metal cells and generate more data, AI becomes an increasingly integral part in material development, battery health monitoring and incident prediction. We believe that our AI for Science has the potential to accelerate our pipeline material discovery by mapping the vast universe of small molecules, with the goal to improve battery performance and safety. Our AI for Safety is designed to monitor battery state-of-health and predict incidents more accurately than conventional battery management system. Our AI for Manufacturing uses machine learning to help define and fine-tune quality specifications based on manufacturing process data.

Previous report

Since our founding, EV has always been our core focus. In 2012, we transitioned away from solid state Li-Metal, so our Li-Metal batteries could operate at room temperature and be manufactured at large scale. In 2015, we received the first strategic investment from General Motors. In 2021, we signed what we believe to be the world’s first automotive A-sample Li-Metal joint development agreements (JDAs) with GM, Hyundai and Honda, all of whom made strategic investments in our company. In 2023, we signed what we believe to be the world’s first automotive B-sample Li-Metal JDA with a major global automaker. In 2024, we extended our JDA agreement with Hyundai to conduct further development activities in order to achieve production of B-sample batteries. As of September 30, 2024, we are on track to build the B-sample line at our original equipment manufacturer (OEM) partner’s facility in South Korea.

Previous report

We have made significant progress in large 50Ah and 100Ah automotive Li-Metal cell manufacturing. We have addressed key manufacturing challenges in ultra-thin wide format lithium anode, powder and metal bur issues in lithium anode punching, high concentration electrolyte scale-up, and other quality and safety related issues in automotive large Li-Metal cell manufacturing. We have performed in-house testing on these 50Ah and 100Ah Li-Metal A-sample cells and shared testing data with our JDA OEM partners, as well as shipped these A-sample cells to other third parties and OEMs for their further performance and safety testing.

Previous report

We believe that B-sample in EV is almost equivalent to commercial production for UAM. We believe that UAM is a perfect fit for Li-Metal and will require little additional development now that we have reached EV B-sample status. UAM frequently operates on a fleet business model where the key business metrics are cost per passenger per mile, with weight being a paramount factor to costs. We believe that the step-change gravimetric energy density that Li-Metal can potentially offer means that an aircraft has the potential to carry twice the number of passengers, or twice the payload for cargo applications, or fly twice the distance, which has the potential to significantly improve the profitability of UAM operators. We have converted two of our EV A-sample lines to be dedicated to UAM cell production.

Previous report

We started our AI programs out of necessity, due to the need to provide a high level of safety in the field and the need to further accelerate our future roadmap for material development. Our AI programs fall under three major categories:

Previous report

AI for Safety - We seek to provide a high level of safety in the field and we are leveraging our automotive 50Ah and 100Ah cell production volume and quality data to train our AI for Safety. Our AI for Safety prediction accuracy increased from less than 60% in 2022 to 95% in 2024, meeting the target we set at the start of the year. Our ultimate goal is to be able to reach near 100% safety in the field, which we believe will be paramount to both EV and UAM OEMs.

Previous report

AI for Manufacturing – The traditional approach to optimizing cell design and process and improving manufacturing quality is through human experience, where the human engineers define and optimize quality specifications, which typically is a very lengthy process. We believe our AI for Manufacturing can accelerate this timeline significantly. AI for Manufacturing uses machine learning to help define and fine-turn quality specifications based on manufacturing process data.

Previous report

AI for Science - We are also developing new AI models designed to screen a vast universe of small molecules for potential electrolyte solvent candidates. We have also built an electrolyte foundry designed to provide high throughput synthesis and testing of these materials.

Previous report

We are executing several initiatives designed to improve the environmental sustainability of our business, and to help reduce cost and provide enhanced traceability of our Li-Metal battery supply chain. The technological innovations include dry electrode that can significantly reduce our electricity consumption and CO2 and chemical solvent emissions. Recently, we also announced SES Cares, where we power advanced drones with our Li-Metal A-samples and B-samples to collect field data to train Avatar AI, at the same time, partner with operations such as forest fire monitoring and marine animal protection.

Previous report

We continue to focus on EV B-sample, including building and operating a B-sample line, improving Li-Metal cell practical safety and accelerating future roadmap electrolyte development; manufacturing and shipping Li-Metal cells to UAM OEM partners; improving Avatar AI prediction accuracy by deploying Avatar infrastructure and training it across a wide range of data, and applying AI for Science to solve various Li-Metal and Li-ion electrolyte challenges.

Previous report

As of September 30, 2024, we have not generated any revenue from sales to customers to date through our one operating segment and have spent $28.9 million and $11.4 million on gross research and development activities during the three months ended September 30, 2024 and 2023, respectively, and $59.9 million and $37.7 million on gross research and development activities during the nine months ended September 30, 2024 and 2023, respectively, which is prior to reimbursements of $4.5 million and $2.9 million during the three months ended September 30, 2024 and 2023, respectively, and $8.6 million and $14.4 million during the nine months ended September 30, 2024 and 2023, respectively, from our OEM partners under the JDAs. As a result, we have incurred net losses of $30.2 million and $13.5 million for the three months ended September 30, 2024 and 2023, respectively, and net losses of $65.6 million and $42.6 million for the nine months ended September 30, 2024 and 2023, respectively. Our historical results may not be indicative of our future results for reasons that may be difficult to anticipate and our ability to generate revenue in the future that is sufficient enough to achieve profitability will depend largely on the successful development of our products. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical results of operations.

Previous report

Research and development expenses for the three months ended September 30, 2024 increased $16.0 million, or 188%, to $24.4 million, compared with $8.5 million for the three months ended September 30, 2023. This increase was primarily driven by a $10.7 million increase due to the purchase of equipment as part of our commitment under one of our JDA agreements, a $4.9 million increase in stock-based compensation mainly attributable to an out-of-period adjustment that was recorded in the three months ended September 30, 2024 to correct an error in the Earn-Out Restricted Share expense for the three months ended September 30, 2023, and a $1.5 million increase in personnel costs mainly attributable to our growth in headcount to support our operations. These increased expenses were partially offset by a $1.6 million increase in reimbursements from our JDA partners.

Previous report

Research and development expenses for the nine months ended September 30, 2024 increased $28.0 million, or 120%, to $51.3 million compared with $23.3 million for the nine months ended September 30, 2023. This increase was primarily driven by a $10.7 million increase due to the purchase of equipment as part of our commitment under one of our JDA agreements, a $6.0 million increase in personnel costs mainly attributable to our growth in headcount to support our operations, a $5.8 million decrease in reimbursements from billings from our JDA partners, a $3.9 million increase in stock-based compensation mainly attributable to an out-of-period adjustment was recorded in the nine months ended September 30, 2024 to correct an error in the Earn-Out Restricted Share expense for the nine months ended September 30, 2023, a $2.7 million increase in facility related costs including increased rent and utilities, and depreciation expenses mainly attributable to the new electrolyte foundry that was put into use in the first quarter of 2024, a $0.6 million increase in software development costs due to our increased focus on AI, and a $0.5 million increase in other operating expenses. These increases were partially offset by a $2.4 million decrease in purchases of battery materials and lab supplies as JDA activities began winding down during this period.

Previous report

General and administrative expenses for the three months ended September 30, 2024 decreased $1.1 million, or 10%, to $9.8 million, compared with $10.9 million for the three months ended September 30, 2023. This decrease was primarily driven by a decrease of $0.8 million of stock-based compensation expense that related to the conclusion of the amortization period for the Earn-Out Restricted Shares by the third quarter of 2023 and decreased headcount, and a $0.3 million decrease in insurance expense due to lower premiums incurred to cover potential liabilities under our indemnification obligations to our directors and certain officers of the Company.

Previous report

General and administrative expenses for the nine months ended September 30, 2024 decreased $8.1 million, or 22%, to $28.9 million, compared with $36.9 million for the nine months ended September 30, 2023. This decrease was primarily driven by a decrease of $4.0 million of stock-based compensation expense that related to the conclusion of the amortization period for the Earn-Out Restricted Shares by the third quarter of 2023 and lower stock-based compensation expense following an executive officer’s departure in January 2024, a $1.9 million decrease in accounting related expense due to the reduction in audit fees from the prior period resulting from a more efficient reporting process, a $1.4 million decrease in insurance expense due to lower premiums incurred to cover potential liabilities under our indemnification obligations to our directors and certain officers of the Company compared to the prior year period, and a $0.5 million decrease in legal expenses which were higher in 2023 primarily to support our annual compliance as a large accelerated filer.

Previous report

During the three and nine months ended September 30, 2024, we had interest income of $3.7 million and $11.8 million, respectively, compared with $4.2 million and $12.5 million for the three and nine months ended September 30, 2023, respectively. The $0.5 million and $0.7 million decreases from each of the three and nine months ended September 30, 2023 to each of the three and nine months ended September 30, 2024 were due to lower investment balances primarily arising from cash used in operations.

Previous report

During the three months ended September 30, 2024, we had miscellaneous expense of $0.5 million, compared with less than $0.1 million miscellaneous expense for the three months ended September 30, 2023. This $0.5 million increase in miscellaneous expense was due to a decline in the fair value of our investment in publicly traded companies.

Previous report

The provision for income taxes for the three and nine months ended September 30, 2024 decreased to $0.1 million and $0.4 million, compared to $0.2 million and $0.7 million for the three and nine months ended September 30, 2023, respectively, primarily due to local taxes in the foreign jurisdictions in which the Company operates.

Previous report

software development. The decrease in accrued expenses and other liabilities was primarily due to the release of deferred liabilities related to JDAs. The increase in accounts payable was primarily due to the timing of payments.
Reworded paragraphs (19)

Previous wording

The following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The following discussion and analysis should be read in conjunction with the accompanying unaudited interim condensed consolidated financial statements as of and for the three and nine months ended September 30, 2024 and the related notes included in this Quarterly Report on Form 10-Q and our audited consolidated financial statements as of and for the year ended December 31, 2023 and the related notes contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2024 (the “2023 Annual Report”). This Quarterly Report on Form 10-Q includes forward-looking statements. These forward-looking statements within the meaning of the federal securities law are based on our current expectations and beliefs concerning future developments and their potential effects on us. These forward-looking statements are not statements of historical fact and may include statements regarding possible or assumed future results of operations. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Factors that might cause or contribute to such forward-looking statements include, but are not limited to, those set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Item 1A. Risk Factors in the 2023 Annual Report. Unless the context otherwise requires, references in this section to “the Company,” “we,” “us” and “our” refer to the business and operations of SES Holdings Pte. Ltd. (“Old SES”) and its consolidated subsidiaries prior to the Business Combination and to SES AI Corporation and its consolidated subsidiaries following the Closing. References in this section to our future plans that indicate the timing of when we expect such plans to be completed by a certain year mean at any point during that year.

Current wording

The following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The following discussion and analysis should be read in conjunction with the accompanying unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2025 and the related notes included in this Quarterly Report on Form 10-Q and our audited consolidated financial statements as of and for the year endedDecember 31, 2024 and the related notes contained in the 2024 Annual Report on Form 10-K. This Quarterly Report on Form 10-Q includes forward-looking statements. These forward-looking statements within the meaning of the federal securities law are based on our current expectations and beliefs concerning future developments and their potential effects on us. These forward-looking statements are not statements of historical fact and may include statements regarding possible or assumed future results of operations. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Factors that might cause or contribute to such forward-looking statements include, but are not limited to, those set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Item 1A. Risk Factors in the 2024 Annual Report on 10-K. Unless the context otherwise requires, references in this section to “the Company,” “we,” “us” and “our” refer to the business and operations of SES Holdings Pte. Ltd. (“Old SES”) and its consolidated subsidiaries prior to the Business Combination and to SES AI Corporation and its consolidated subsidiaries following the Closing. References in this section to our future plans that indicate the timing of when we expect such plans to be completed by a certain year mean at any point during that year.

Previous wording

We are a leading developer and producer of high-performance, Lithium-Metal (“Li-Metal”) rechargeable battery technologies for electric vehicles (“EVs”), Urban Air Mobility (“UAM”), drones and other applications. Our differentiated battery technology has been designed to combine the high energy density of Li-Metal with the large-scale manufacturability of conventional Lithium-ion (“Li-ion”) batteries to help promote the transition from the global dependence on fossil fuel-based automotive vehicles to clean and efficient EVs in order to enable a new era of electric transportation on land and in the air. We are seeking to accelerate our pace of innovation by utilizing artificial intelligence (“AI”) across the spectrum of our business, from engineering and manufacturing to battery health and safety monitoring.

Current wording

We are a leading developer and manufacturer of high-performance, AI-enhanced Lithium-Metal and Li-ion rechargeable batteries for electric vehicles (“EVs”), urban air mobility (“UAM”), drones, robotics, battery energy storage systems (“BESS”) and other applications. Our differentiated battery technology has been designed to combine the high energy density of Li-Metal with the large-scale manufacturability of conventional Lithium-ion (“Li-ion”) batteries and will help to promote the transition from the global dependence on fossil fuel-based automotive vehicles to clean and efficient EVs and help enable an era of electric transportation in the air.

Previous wording

General and administrative expenses consist primarily of costs incurred for salaries and personnel-related expenses, including bonus and stock-based compensation expense, for our finance, legal and human resource functions, expenses for director and officer insurance, outside contractor and professional service fees, audit and compliance expenses, legal, patent-related costs, accounting and other advisory services, as well as allocated facilities and information technology costs, including depreciation.

Current wording

General and administrative expenses consist primarily of costs incurred for salaries and personnel-related expenses, including bonus and stock-based compensation expense, for our finance, legal and human resource functions, expenses for director and officer insurance, outside contractor and professional service fees, audit and compliance expenses, legal, patent-related costs, accounting and other advisory services, as well as allocated facilities and information technology costs, including depreciation. Upon commencement of commercial operations, we also expect to incur customer and sales support and advertising costs.

Previous wording

During the three and nine months ended September 30, 2024, we incurred a gain of $1.0 million and $3.3 million, respectively, associated with the change in fair value of the Sponsor Earn-Out liabilities compared with a gain of $1.9 million and $5.4 million, respectively, for the three and nine months ended September 30, 2023. With the fair value of the Sponsor Earn-Out liabilities tied to the Company’s stock price, continued volatility in the stock price or changes in the expected term could result in further gains or losses resulting from the change in fair value. Refer to “Note 8 – Sponsor Earn-Out Liabilities” to the unaudited interim condensed consolidated financial statements for additional information.

Current wording

During the three months ended March 31, 2025, we incurred a gain of $7.9 million associated with the change in fair value of the Sponsor Earn-Out liabilities compared with a gain of $0.9 million for the three months ended March 31, 2024. This gain on the change in fair value of the Sponsor Earn-Out liabilities is tied to SES’s stock price, continued volatility in the stock price or changes in the expected term. Refer to “Note 9 – Sponsor Earn-Out Liabilities” to the unaudited interim condensed consolidated financial statements for additional information.

Previous wording

During the nine months ended September 30, 2024, we had miscellaneous expense of $0.2 million, compared with miscellaneous income of $0.4 million for the nine months ended September 30, 2023. This $0.6 million decrease was the result of an increase in the loss on foreign currency translation offset by an increase in the fair value of our investment in publicly traded companies.

Current wording

During the three months ended March 31, 2025, we had miscellaneous income of $0.3 million compared with miscellaneous income of $0.9 million for the three months ended March 31, 2024. The $0.6 million decrease in miscellaneous income was primarily the result of a decrease in the fair value of equity investments.

Previous wording

As of September 30, 2024, we had total cash and cash equivalents of $66.7 million and investments in marketable debt and equity securities of $207.0 million. As a pre-commercialization stage research and development company, the net operating losses we have incurred since inception are consistent with our strategy and budget.

Current wording

As of March 31, 2025, we had total cash and cash equivalents of $56.1 million and investments in marketable debt and equity securities of $183.7 million. As an early-stage growth company that has just begun the commercialization stage of development, the net operating losses we have incurred since inception are consistent with our strategy and budget.

Previous wording

We believe that our cash on hand and marketable securities will be sufficient to meet our working capital and capital expenditure requirements for a period of at least 12 months from the date of filing this Quarterly Report on Form 10-Q, and also sufficient to fund us to commercialization. However, additional funding may be required for a variety of reasons, including delays in expected development of our Li-Metal battery cells. Our ability to successfully develop our products, commence commercial operations and expand our business will depend on many factors, including our working capital needs, the availability of equity and/or debt financing and, over time, our ability to generate positive cash flows from operations.

Current wording

We expect to sustain substantial operating expenses, without generating sufficient revenues to cover expenditures, for a number of years. Our ability to successfully develop our products and services, scale up our commercial operations and expand our business will depend on many factors, including our working capital needs, the availability of equity and/or debt financing and, over time, our ability to generate

Previous wording

We expect to sustain substantial operating expenses, without generating sufficient revenues to cover expenditures, for a number of years. To date, we have funded our operations through a combination of proceeds from the Business Combination private investments in public entity and prior funding received through the sales of our redeemable convertible preferred stock. These funds are expected to finance our principal sources of liquidity and ongoing costs, such as research and development relating to our Li-Metal batteries and costs associated with AI initiatives. In the future, if we are not able to fund our operations from cash flows generated from anticipated product sales or service revenues, we expect that we will need to raise additional funds through a variety of possible methods, including, but not limited to, entry into joint ventures or other strategic arrangements, issuance of equity, equity-related or debt securities or through obtaining credit from financial institutions, as well as anticipated future revenue from product sales.

Current wording

positive cash flows from operations. To date, we have funded our operations through a combination of proceeds from the Business Combination and subsequent equity private placement in 2022 and funding received through the sales of our redeemable convertible preferred stock. We believe that our cash on hand and marketable securities resulting from these proceeds will be sufficient to meet our principal working capital and capital expenditure requirements and ongoing costs, such as research and development relating to our Li-Metal batteries and the construction of additional manufacturing facilities, for a period of at least 12 months from the date of this Quarterly Report, as well as to full commercialization. However, additional funding may be required during or after this period for a variety of reasons, including additional opportunities to purchase data and equipment to develop and train our AI models, develop commercial operations in the United States, business combinations or acquisitions, and delays in expected development of our Li-Metal battery cells. If we need such additional funding beyond these existing short- to medium-term sources of liquidity, or if following commercialization, we are not able to fund our operations from cash flows generated from anticipated product sales, we expect that we will need to raise additional funds. This may be through a variety of possible methods, including, but not limited to, entry into joint ventures or other strategic arrangements, issuance of equity, equity-related or debt securities or through obtaining credit from financial institutions, as well as anticipated future revenue from product sales. For more information about our at-the-market equity offering program with certain investment banks, which we entered into on February 28, 2025, through which we may offer and sell, from time to time, shares of Class A Common Stock having an aggregate offering price of up to $150.0 million, see “Part II, Item 9.B. Other Information” in our 2024 Annual Report on Form 10-K. We sold no shares under the at-the-market equity offering program during the quarter ended March 31, 2025, and to date have sold no shares under the program.

Previous wording

Our cash flows used in operating activities to date have primarily comprised research and development and general and administrative activities as discussed above.

Current wording

Our cash flows used in operating activities to date have primarily comprised research and development and general and administrative activities as discussed above. As we continue to ramp up hiring for research and development headcount to accelerate our engineering efforts, we expect our cash used in operating activities to increase significantly before we start to generate any material cash inflows from our operations.

Previous wording

Net cash used in operating activities of $53.8 million for the nine months ended September 30, 2024 was primarily attributable to net loss of $65.6 million, as adjusted for stock-based compensation expense of $16.1 million, accretion income from marketable securities of $6.0 million, depreciation and amortization of $5.9 million, a gain on change in fair value of Sponsor Earn-Out liabilities of $3.3 million, other adjustments to net loss of $1.0 million, and a $0.1 million working capital inflow. The working capital inflow was primarily driven by a $2.8 million increase in accrued expenses and other liabilities, including due to the timing of payments for legal fees and equipment purchases, and a $1.3 million receipt for reimbursements of our expenses from a JDA partner. The working capital inflow was partially offset by a $3.7 million increase in prepaids and other assets. The increase in prepaids and other assets was primarily due to advance payments made for equipment purchases pursuant to our JDA agreements and prepaid costs related to software development. Additionally, the $0.4 million decrease in accounts payable was due to the timing of vendor payments, which also offset the working capital inflow.

Current wording

Net cash used in operating activities of $22.8 million for the three months ended March 31, 2025 was primarily attributable to net loss of $12.4 million, as adjusted for a gain on change in fair value of Sponsor Earn-Out liabilities of $7.9 million, accretion income from marketable securities of $0.8 million, stock-based compensation expense of $4.0 million, depreciation and amortization of $2.5 million, and a $8.0 million working capital outflow. The working capital outflow was driven primarily by a $5.3 million decrease in accrued expenses and other liabilities, a $1.7 million increase in prepaid and other assets, a $1.0 million decrease in operating lease liabilities, a $0.5 million increase in trade accounts receivables, and a $0.1 million decrease in accounts payable. These working capital outflows were partially offset by working capital inflows of a $0.7 million increase in right of use assets. The decrease in accrued expenses and other liabilities was primarily due to accruals for purchases of equipment for a JDA, accrued income taxes payable, and payroll related accruals. The increase in prepaids and other assets was primarily due to accrued receivables for services rendered to customers. The changes to operating lease liabilities and right of use assets was primarily driven by lease modifications. The changes in receivables and payables were driven by timing of receipts.

Previous wording

Net cash used in operating activities of $43.9 million for the nine months ended September 30, 2023 was primarily attributable to net loss of $42.6 million, as adjusted for stock-based compensation expense of $16.2 million, accretion income from marketable securities of $8.6 million, a gain on change in fair value of Sponsor Earn-Out Liability of $5.4 million, depreciation and amortization of $3.9 million and a $6.8 million working capital outflow. The working capital outflow was primarily driven by a $3.8 million decrease in accrued expenses and other liabilities and a $3.3 million increase in prepaids and other assets, partially offset by a $0.6 million dollar increase in accounts payable. The increase in prepaids and other assets was primarily due to amounts due from JDA partners, the renewal of an insurance contract to cover potential liabilities under our indemnification obligations to our directors and certain officers and prepaid costs related to

Current wording

Net cash used in operating activities of $9.0 million for the three months ended March 31, 2024 was primarily attributable to net loss of $15.6 million as adjusted for stock-based compensation expense of $4.8 million, accretion income from marketable securities of $1.9 million, depreciation and amortization of $1.7 million, a gain on change in fair value of Sponsor Earn-Out liabilities of $0.9 million, and a $3.7 million working capital inflow. The working capital inflow was primarily driven by a $5.0 million decrease in prepaids and other assets primarily due to the receipt of $7.0 million in JDA receivable related payments from an OEM partner, of which $4.6 million was outstanding at year-end, and a $1.0 million decrease due to the renewal of our insurance policy at lower rates to cover potential liabilities under our indemnification obligations to our directors and certain officers partially offset by an increase in $1.4 million related to advanced payments

Previous wording

Net cash provided by investing activities was $34.2 million for the nine months ended September 30, 2024, compared to net cash used in investing activities of $12.3 million for the nine months ended September 30, 2023.

Current wording

Net cash used in investing activities was $49.8 million for the three months ended March 31, 2025 compared to net cash used in investing activities of $53.2 million for the three months ended March 31, 2024.

Previous wording

Purchases and Maturities of Investments – Net proceeds from investments in marketable debt and equity securities were $46.1 million for the nine months ended September 30, 2024, compared to net purchases of investments in marketable debt and equity securities of $0.1 million during the nine months ended September 30, 2023.

Current wording

Purchases and Maturities of Investments – Net purchases of investments in marketable debt securities were $48.9 million for the three months ended March 31, 2025 compared to $60.0 million of net proceeds from investments in marketable debt securities for the three months ended March 31, 2024.

Previous wording

Capital Spending – Capital expenditures were $12.0 million and $12.3 million for the nine months ended September 30, 2024 and 2023, respectively, and primarily related to the timing of purchases of lab machinery and equipment, lab tools and instruments related to our build out of production lines and facilities. We expect capital expenditures for the fourth quarter of 2024 to decrease compared with the corresponding periods in 2023 due to our having higher capital expenditure for the build out of new facilities in the prior year.

Current wording

Capital Spending – Capital expenditures were $0.9 million and $6.8 million for the three months ended March 31, 2025 and 2024, respectively, and primarily related to purchases of lab machinery and equipment, lab tools and instruments. We expect capital expenditures to decrease in 2025 compared with 2024 as we continue to spend on AI related infrastructure classified as research and development expense rather than invest in manufacturing equipment.

Previous wording

Net cash provided by financing activities was $0.4 million and $0.2 million for the nine months ended September 30, 2024 and 2023, respectively, due to an increase in receipts for option exercises of $0.2 million.

Current wording

Net cash provided by financing activities was immaterial for the three months ended March 31, 2025 and March 31, 2024.

Previous wording

(1) Purchase obligations include commitments derived from a JDA agreement, outstanding purchase orders, and supplier contracts of lab supplies and equipment.

Current wording

(1) Purchase obligations include commitments for the purchase of lab supplies and equipment as well as committed spend related to a JDA. These commitments are derived from purchase orders, supplier contracts and open orders based on projected demand information.

Previous wording

See “Note 2 – Basis of Presentation” of our accompanying unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2024 included in this Quarterly Report on Form 10-Q for more information about recent accounting pronouncements, the timing of their adoption, and their potential impact on our financial condition, results of operations and cash flows.

Current wording

See “Note 2 – Basis of Presentation” of our accompanying unaudited interim condensed consolidated financial statements for the three months ended March 31, 2025 included in this Quarterly Report on Form 10-Q for more information about recent accounting pronouncements, the timing of their adoption, and their potential impact on our financial condition, results of operations and cash flows.

Previous wording

Our financial statements have been prepared in accordance with U.S. GAAP. In the preparation of these unaudited interim condensed consolidated financial statements, we are required to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the unaudited interim condensed consolidated financial statements, as well as the reported expenses incurred during the reporting periods.

Current wording

Our financial statements have been prepared in accordance with U.S. GAAP. In the preparation of these unaudited interim condensed consolidated financial statements, we are required to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the unaudited interim condensed financial statements, as well as the reported expenses incurred during the reporting periods.

Previous wording

There have been no significant changes to our critical accounting policies or in the underlying accounting assumptions and estimates used in such policies from those disclosed in our annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Current wording

There have been no significant changes to our critical accounting policies or in the underlying accounting assumptions and estimates used in such policies from those disclosed in our annual consolidated financial statements and accompanying notes included in our 2024 Annual Report on Form 10-K.